EFTA01365843.pdf

Amendment No. 3 to Form S-I 'fable of Contents Fogo de Chiio, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (Continued) tin thousands, except share and per share amounts) Property and equipment attributable to the Company's operations in the United States accounted for 89% of total property and equipment, net (excluding land) at March 29, 2015 and at Ikcember 28, 2014. Property and equipment attributable to the Company's operations in Brazil accounted for 9% and 10% of total property and equipment. net (excluding land) at March 29, 2015 and December 28, 2014, respectively. Land is solely attributable to the Company's operations in the United States. 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: March 29, December 28, 2015 2014 Accounts payable S 7,443 S 10,590 Deferred rent (current) 226 309 Payroll and payroll related 5,422 9.975 Interest payable 3,476 3.587 Sales and beverage taxes payable 1,581 1.971 Insurance 1319 1.285 Income and other taxes payable 825 1,018 Other accrued expenses 2.857 3.053 Total S 23,149 S 31,788 6. Joint Ventures Mexko On July I, 2014. the Company entered into a joint venture agreement with S.A. de C.V. , a non-related party. to form IV Churrascaria Mexico. S. de R.L. de C.V. (the "Minajaro IV). (the "Parties"), for the purposes of jointly developing, constructing and operating Brazilian style steakhouses under the "Pogo de Chao" name in certain locations in Mexico. Pursuant to the joint venture agreement. the Company owns 51% of the ownership interests in the joint venture and is entitled to receive 50% of the profits of the joint venture after the Parties recoup their initial contributions. The Company is also entitled to a license fee equal to a percentage of the annual gross revenue of each restaurant developed, constructed or operated by the Minajaro IV. The Company determined that it is the primary beneficiary of the joint venture since the Company will have the power to direct activities that significantly impact the entity on a day-to-day basis. These activities include, but are not limited to having an affirmative vote over key operating decisions of the joint venture. Upon formation of the joint venture, the Company has the right to receive benefits of the variable interest entity ("VIE") that could potentially be significant to the VIE, and the Losses/Benefits Criterion, as defined in the joint venture agreement. is satiered. The Company's consolidated financial statements do not include any amounts of revenue or income from operations of its Mexico joint venture, as the construction of restaurants included in the joint venture are currently in process. All losses from the Minajaro .111 have been allocated to the Company's joint venture partner in accordance with the terms of the joint venture agreement. The assets of the consolidated joint venture are restricted for use only by the joint venture and are not available for the Company's general operations. As of March 29, 2015. all net assets of the Minajaro JV have been contributed and are owned by the Company's joint venture partner and, as a result, have been allocated to the noncontrolling interest in the Minajaro F-10 CFd806502dsla.htmt6/17/2015 12:26:00 PM I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057107 CONFIDENTIAL SONY GM_00203291 EFTA01365843